Bylaws of COEKG, the Colorado EKG Repository
Adopted Sept 16, 2005 (Conformed Copy)
ARTICLE I - NAME, PURPOSE
Section 1: The name of the organization shall be COEKG, the Colorado EKG Repository.
Section 2: COEKG, the Colorado EKG Repository, is organized exclusively for charitable, scientific, public health and educational purposes. Specifically COEKG aims to advance and encourage adoption of Electronic Medical Records by designing and maintaining an inter-hospital electrocardiogram exchange service.
ARTICLE II - MEMBERSHIP
Section 1: COEKG, the Colorado EKG Repository, will consist of individual and institutional members. Health Care Consumer membership will be largely open or as directed by law. Membership access will be limited as required to control consumer access only to their own medical records from authorized ports, and membership drives will be aimed at education and generation of dialogue and debate. Health Care Consumers (Patients) will have the right to mask, disable or otherwise ÒvetoÓ publication of any portion of their electronic medical record for any reason at any time (open opt out provision). Only two subsets of the membership known as ÒProvidersÓ and ÒAdministratorsÓ will have access to clinical and demographic data.
ARTICLE III - ANNUAL MEETING
Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place. The Executive Director shall be present at all official Board meetings. If the Executive Director is not present at a meeting, it is not an official board meeting.
Section 2: Special Meetings. Special meetings may be called by the Board of Directors or the Executive Director.
Section 3: Notice. Notice of each meeting shall be given to each director, by email or alternative means, not less than ten days before the meeting except in the case of a special meeting, in which case notice shall be given to each director not less than one hour before the meeting.
ARTICLE IV - ORDER OF BUSINESS
1. Roll Call.
2. Reading of the Minutes of the preceding meeting.
3. Reports of Committees.
4. Reports of Officers.
5. Old and Unfinished Business.
6. New Business.
7. Adjournments.
ARTICLE V - BOARD OF DIRECTORS
Section 1: Board Role, Size, Compensation. The Board is responsible for overall policy and direction of COEKG, and delegates responsibility for day-to-day operations to the Executive Director and committees. The Board shall have up to 9 and not fewer than 3 directors. Other than reasonable expenses, the board receives no compensation for board activity.
Section 2. Qualifications. Directors shall be selected based on unique and relevant qualifications. Directors will be highly qualified leaders from one the following professions:
Section 3: Board Elections. Election of new board members or officers or current board members or officers to a second term will occur as the first item of business at the annual meeting of COEKG. Board members will be elected by a majority vote of the current board members.
Section 4: Terms. All voting Board members shall serve one year terms, but are eligible for re-election.
Section 5: Quorum. A quorum must be attended by at least two thirds of the Board members before business can be transacted or motions made or passed.
Section 6: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.
Section 7: Resignation, Termination and Absences. Resignation from the Board must be sent email or USPS and must be received by both the Secretary and Executive Director. A Board member shall be dropped for excess absences from the Board if s/he has two unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 8: Non-attending Directors may participate in a regular or special meeting through the use of any means of communication enabling all Directors to hear or otherwise freely communicate with every other Director, and the business of such meetings shall be conducted exclusively or primarily in the English language. Non-attending Directors participating in a regular or special meeting may participate either through the use of telephone/video conferencing or through the use of technology to permit real time written participation in a meeting, including through the use of the Internet. Either type of participation shall constitute presence in person at such meeting.
Section 9: In the event of the Secretary's absence from a board meeting, any board member may fulfill the duties of Secretary for the duration of said meeting.
ARTICLE VI - OFFICERS AND DUTIES
Section 1. There shall be two officers of the Board consisting of a Chair and Secretary, and at least one open board seat. Their duties are as follows:
The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting and will maintain order.
Due to the nature of the position, the Executive Director shall serve as the Chair.
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, submitting to the Board of Directors any communications which shall be addressed to him/her as Secretary of COEKG, and assuring that corporate records are maintained.
Section 2: Power of the Executive Director: Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Director shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors. The Executive Director may sign the checks and drafts of COEKG.
Section 3: Terms: The Executive Director shall serve until he/she resigns or is declared incapable to execute his duties by a judge. If the Executive Director resigns or is declared incapable to perform his duties, the Board will nominate and elect an Executive Director from the Board of Directors.
Officers, except for the Executive Director, shall by virtue of their office be voting members of the Board of Directors.
ARTICLE VII – SALARIES and SALARY CAP (Reasonable Compensation)
Salary Determination. The Board shall determine salary based on local equivalency, available funds, and projected Òvalue addedÓ from the proposed employee. The Executive Director will be unpaid for the first 12 months (volunteer status). Part time employees will be reimbursed at an hourly rate proportioned against a Òfull timeÓ salary defined as 2000 hours per year. As funds become available, the Board will decide on reasonable compensation with ceilings set as specified below. As per COEKGÕs attached Conflict of Interest policy, the Executive Director will not be present during discussion and voting on his / her salary and raises.
Board Members are Volunteers: Except for travel expenses, Members of the Board will be unpaid for Board Duties, and Board Related Activities will not be logged as compensated time. Maximum Compensation for non-Board duties will be transparently indexed to US Bureau of Labor Statistics (BLS). The Board of Directors shall hire and fix the compensation, benefits and bonuses of the Executive Director, but compensation will remain below the indexed ceiling. Benefits will not exceed 15% of compensation, and bonuses will not exceed 5% of compensation. Compensation will be prorated against actual logged hours worked, and work log will be reviewed and approved by the Board. The Executive Director is voluntary and will remain unpaid until COEKG reaches a funding threshold of $10,000. The board will determine future reimbursement, but salary will be held below comparable clinical compensation indices to insure only reasonable compensation shall be paid to the Executive Director of this charitable, nonprofit corporation.
Physician Salary Cap:
If a physician, the Executive Director salary shall be capped and prorated against 90% of the mean (50th percentile wage) for a full time physicianÕs (2000 annual hours) clinical salary exclusive of benefits. The index compensation statistic will derive from the published index and will be for the average Boulder County physician of equivalent specialty. If the equivalent specialty is unlisted or unknown, the index wage will be for ÒPhysicians and Surgeons, All OtherÓ (SOC code: 291069) as defined by the US Department of Labor Bureau of Labor Statistics for Boulder County, Colorado (www.BLS.GOV). This figure will be a maximum only, and the Board will negotiate a starting salary based on available funds and priorities.
Clinician Salary Cap – Non Physician Director
For a clinician with at least 5 years clinical experience who is not a physician (Nurse, PhysicianÕs Assistant, etc), the wage before benefits will not exceed the civilian equivalent salary with an ultimate cap of 90% of the 50th percentile (average mean wage) of ÒPhysician AssistantsÓ (SOC code: 291071) stratified to the local clinical wage for Boulder Metropolitan area as defined by the US Department of Labor Bureau of Labor Statistics for Boulder County, Colorado (www.BLS.GOV).
Non-Clinician Director
For a non-clinician hired as Executive Director from outside the medical field, the salary will be capped at the 50th percentile of BLS Occupational Code (SOC code: 111021: General and Operations Managers), exclusive of benefits.
In the event of a deflationary period, the maximum will be capped at 90% of the highest salary of the previous 5 year period. The ÒReasonable WageÓ principle is specified such that no wage will exceed the equivalent clinical wage (or proportional salary) for nurses or non-physician clinicians who work for COEKG, and will be ultimately capped at the 50th percentile for BLS annual mean wage for Physicians and Surgeons, All Other (291069).
The Executive Director, or secretary (with Board approval), hires all employees and/or independent contractors which they in their discretion may determine to be necessary for the conduct of the business of COEKG. Reasonable compensation shall be paid to employees and independent contractors. No voting officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation from COEKG for duties other than as a director or officer.
ARTICLE VIII - COMMITTEES
Section 1: The Board may create committees as needed, such as fundraising, promotion, etc. The Executive Director appoints all committee chairs.
Section 2: Finance Committee. The Executive Director is chair of the Finance Committee, which can include up to three Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget. Any major change in the budget must be approved by the Board. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of COEKG are public information and shall be made available to the membership, Board members and the public through the COEKG website.
Section 4: Personnel Committee and Hiring Policy. The Board as a whole is responsible for hiring the Executive Director. The Executive Director is responsible for hiring and supervising other staff. The Personnel Committee shall operate as a grievance committee, and is responsible for developing a personnel policy.
ARTICLE IX - DIRECTOR AND STAFF
Section 1: Executive Director. The Executive Director, also known as the Chief Executive Officer, is hired by the Board. The Executive Director has day-to-day responsibility for COEKG, including carrying out COEKG¹s goals and Board policy. The Executive Director will attend all Board meetings, report on the progress of COEKG, answer questions of Board members and carry out the duties related to his or her position.
ARTICLE X. Contracts, Loans, Checks, and Deposits
Section 1. Contracts: The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of COEKG, and such authority may be general or confined to specific business.
Section 2. Loans: No loans shall be contracted on behalf of COEKG and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, or Orders: All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness shall be signed by the Executive Director.
Section 4. Deposits: All funds of COEKG not otherwise employed shall be deposited from time to time to the credit of COEKG in such banks, trust companies, or other depositories as the board of directors shall select.
ARTICLE XI - AMENDMENTS
Section 1: These Bylaws may be altered, amended, repealed or added to when necessary by a two-thirds majority of the Board of Directors and approval of the Executive Director. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
These Bylaws were adopted at a meeting of the Board of Directors of COEKG, the Colorado EKG Repository, on Sept 16, 2005.
Attachment 1:
COEKG CONFLICT OF INTEREST POLICY
Article I
Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt corporationÕs (COEKG) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of COEKG or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Article II
Definitions
1. Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which COEKG has a transaction or arrangement,
b. A compensation arrangement with COEKG or with any entity or individual with which COEKG has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which COEKG is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Article III
Procedures
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether COEKG can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in COEKG's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy:
a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Article IV
Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Article V
Compensation
a. A voting member of the governing board who receives compensation, directly or indirectly, from COEKG for services is precluded from voting on matters pertaining to that member's compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from COEKG for services is precluded from voting on matters pertaining to that member's compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from COEKG, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Article VI
Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands COEKG is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Article VII
Periodic Reviews
To ensure COEKG operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to COEKG's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Article VIII
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, COEKG may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
This Conflict of Interest Policy was adopted at a meeting of the Board of Directors of COEKG, the Colorado EKG Repository, on September 16, 2005.